VisionWave Holdings Enters Material Definitive Agreement
Ticker: VWAVW · Form: 8-K · Filed: Dec 4, 2025 · CIK: 2038439
Sentiment: neutral
Topics: material-definitive-agreement, filing
Related Tickers: VWAV
TL;DR
VWAV signed a big deal, filing shows.
AI Summary
VisionWave Holdings, Inc. entered into a Material Definitive Agreement on December 3, 2025. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Wilmington, DE.
Why It Matters
This filing indicates a significant new agreement for VisionWave Holdings, Inc., which could impact its future business operations and financial performance.
Risk Assessment
Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that are not yet fully understood.
Key Numbers
- 001-72741 — Commission File Number (Identifies the company's SEC filing history.)
- 99-5002777 — I.R.S. Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- VisionWave Holdings, Inc. (company) — Registrant
- December 3, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- Wilmington, DE (location) — Address of Principal Executive Offices
FAQ
What is the nature of the Material Definitive Agreement?
The filing does not specify the details of the Material Definitive Agreement, only that one was entered into on December 3, 2025.
What are the key terms of the agreement?
The filing does not provide details on the key terms of the Material Definitive Agreement.
What is the expected financial impact of this agreement?
The filing does not disclose the expected financial impact of the Material Definitive Agreement.
When was VisionWave Holdings, Inc. incorporated?
VisionWave Holdings, Inc. was incorporated in Delaware.
What is the company's primary business activity?
The company's Standard Industrial Classification is SERVICES-PREPACKAGED SOFTWARE [7372].
Filing Stats: 1,103 words · 4 min read · ~4 pages · Grade level 13.6 · Accepted 2025-12-04 08:00:38
Key Financial Figures
- $0.01 — ch registered Common Stock, par value $0.01 per share VWAV The Nasdaq Stock Mar
- $11.50 — of Common Stock at an exercise price of $11.50 VWAVW The Nasdaq Stock Market LLC
- $12.00 — resale of the Buyer Shares is less than $12.00 per share, Pre-Funded Common Stock Purc
- $21,600,000 — ") equivalent to the difference between $21,600,000 and the aggregate value of the Buyer Sh
- $50,000 b — ses, subject to limitations including a $50,000 basket (with exceptions) and a cap equal
- $250,000 — tled to reimbursement of expenses up to $250,000. Pursuant to Nasdaq Listing Rule 5635(
Filing Documents
- e7091_8-k.htm (8-K) — 33KB
- e7091_ex10-1.htm (EX-10.1) — 200KB
- 0001731122-25-001630.txt ( ) — 490KB
- vwav-20251203.xsd (EX-101.SCH) — 4KB
- vwav-20251203_def.xml (EX-101.DEF) — 26KB
- vwav-20251203_lab.xml (EX-101.LAB) — 36KB
- vwav-20251203_pre.xml (EX-101.PRE) — 25KB
- e7091_8-k_htm.xml (XML) — 6KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On December 3, 2025, VisionWave Holdings, Inc. (the "Company" or "Buyer") entered into a Share Purchase Agreement (the "Agreement") with BladeRanger Ltd., a company organized under the laws of Israel and listed on the Tel Aviv Stock Exchange under the ticker "BLRN" ("Seller"), and, solely for purposes of acknowledgment and certain covenants therein, Solar Drone Ltd., an Israeli corporation (the "Target Company"). Pursuant to the Agreement, the Company will acquire all of the issued and outstanding shares of the Target Company (the "Acquisition") from the Seller in consideration for the issuance by the Company to the Seller (or its designee(s)) of 1,800,000 shares of the Company's common stock, $0.01 par value per share (the "Buyer Shares"), and, if the average daily volume-weighted average price ("VWAP") of the Company's common stock for the five Trading Day period immediately preceding the date of effectiveness of the registration statement registering the resale of the Buyer Shares is less than $12.00 per share, Pre-Funded Common Stock Purchase Warrants (the "Pre-Funded Warrants") to purchase a number of additional shares of the Company's common stock (the "Warrant Shares") equivalent to the difference between $21,600,000 and the aggregate value of the Buyer Shares based on such VWAP, such that the aggregate consideration has a value of $21,600,000. The Agreement provides that the Acquisition is intended to be structured as a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of Regulation D promulgated thereunder. As part of the Agreement, the Company has agreed to grant certain registration rights to the Seller with respect to the Buyer Shares and any Warrant Shares. The Company is obligated to file a registration statement with the United States Securities and Exchange Commission (the "SEC") to register the res
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1* Share Purchase Agreement, dated as of December 3, 2025, by and among VisionWave Holdings, Inc., BladeRanger Ltd., and Solar Drone Ltd. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits to this agreement have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 3, 2025 VisionWave Holdings, Inc. By: /s/ Douglas Davis Name: Douglas Davis Title: Executive Chairman